The Eradicator quickly morphs back into the suit, grabbing

Superman and hurling the Man of Steel into himself.



			BRAINIAC

	For this insolence, I will erase your

	memory banks, machine!



			ERADICATOR (V.O.)

	I'm not a machine. You are.



The suit leaps into the air, rocketing out of the Citadel. Lex

looks around fearfully, and sneaks out a side exit.



			LEX

		(into cell phone)

	I want the jet fueled and standing by...

	now! The pajama-boy is back!



As Lex disappears unnoticed, Brainiac grabs Lois and shouts up at

the ceiling.



			BRAINIAC

	Hear me, son of Jor-El -- your guardian

	may have saved your life, but he just

	damned two more to hell!!!



Brainiac takes Lois to the two large doors that end the Menagerie.

As the doors open, Brainiac throws Lois into a dark pit. She

SCREAMS as she falls.



EXT. SPACE



Superman in the Eradicator races through the outer atmosphere,

heading toward the distant ShadowCaster.



			SUPERMAN

	What the hell are you doing?!? Why are we

	running?!?



			ERADICATOR (V.O.)

	Kal-El -- I think I've had what's called

	an 'epiphany'.



			SUPERMAN

	Really? That's excellent to hear. But

	we're getting FARTHER AWAY FROM RESCUING

	THE WOMAN I LOVE!!!



			ERADICATOR (V.O)

	Your passion is inspiring -- it has

	taught me something I'd thought far

	beyond my ability to comprehend. I must

	thank you, Kal-El -- you've imparted to

	me the wisdom of a life lived in service

	to others.



			SUPERMAN

	What are you talking about?



			ERADICATOR (V.O.)

	Were it not for your insight, I'd be no

	better than the machine that oppresses

	your world -- operating solely on the

	cold logic of what it's programmed to do.

	But now, I'm choosing to serve. Now -- I

	understand your commitment to this planet

	and its inhabitants... and I'm going to

	help you honor it.



			SUPERMAN

	You picked a hell of a time to tell me

	how you feel...

		(suddenly gets it)

	How you feel... No!



			ERADICATOR (V.O.)

	When a machine begins to feel -- positive

	or negative -- then it ceases to be a

	machine. It must be shut down... or shut

	down itself.



The Eradicator grabs a piece of itslef and pulls it off, which

morphs into a silver version of the familiar 'S'.



			ERADICATOR

	Take a deep breath, and remember to stay

	in the light.



Before he can react, the Eradicator separates from Superman. He

slaps the 'S' on his black suit, and lets him go, sending him

hurtling earthward.



			ERADICATOR

	Superman lives.



The Eradicator then rockets out of sight, as Superman free-falls

through space.



EXT. SHADOWCASTER



The Eradicator reaches the mammoth device and links into it. The

anti-technology sends shockwaves coursing through his body. He

fights against shutdown.